REG - Vodafone Group Plc - Result of AGM
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RNS Number : 0391T Vodafone Group Plc 29 July 2025
29 July 2025
Results of Annual General Meeting
The Annual General Meeting of Vodafone Group Plc (the "Company") was held at
The Pavilion, Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN on
Tuesday, 29 July 2025 at 10.00 am.
Resolutions 1 to 19 (inclusive) and 23 were passed as Ordinary Resolutions.
Resolutions 20 to 22 (inclusive) and 24 were passed as Special Resolutions.
The results of the poll on all 24 resolutions were as follows:
Resolution Total votes validly cast Percentage of relevant shares in issue (%) For For (% of shares voted) Against Against (% of shares voted) Votes withheld
1. To receive the Company's accounts, the strategic report and reports of the 15,590,677,420 64.25% 15,582,941,390 99.95 7,736,030 0.05 35,462,473
Directors and the auditor for the year ended 31 March 2025.
2. To re-elect Jean-François van Boxmeer as a Director. 15,600,973,948 64.29% 15,158,904,071 97.17 442,069,877 2.83 25,165,942
3. To re-elect Margherita Della Valle as a Director. 15,601,961,793 64.29% 15,514,530,882 99.44 87,430,911 0.56 24,172,752
4. To re-elect Luka Mucic as a Director. 15,592,208,669 64.25% 15,485,859,951 99.32 106,348,718 0.68 33,931,224
5. To re-elect Stephen A. Carter CBE as a Director. 15,598,889,519 64.28% 14,180,678,775 90.91 1,418,210,744 9.09 27,249,173
6. To re-elect Michel Demaré as a Director. 15,598,376,883 64.28% 15,514,983,523 99.47 83,393,360 0.53 27,763,010
7. To elect Simon Dingemans as a Director. 15,597,183,761 64.28% 15,526,575,866 99.55 70,607,895 0.45 28,956,132
8. To re-elect Hatem Dowidar as a Director. 15,597,712,212 64.28% 14,454,850,780 92.67 1,142,861,432 7.33 28,427,679
9. To re-elect Delphine Ernotte Cunci as a Director. 15,597,989,363 64.28% 15,193,999,198 97.41 403,990,165 2.59 28,150,527
10. To re-elect Deborah Kerr as a Director. 15,598,998,927 64.28% 15,518,566,240 99.48 80,432,687 0.52 27,116,144
11. To re-elect Maria Amparo Moraleda Martinez as a Director. 15,598,212,538 64.28% 15,359,078,742 98.47 239,133,796 1.53 27,923,622
12. To elect Anne-Françoise Nesmes as a Director. 15,598,126,039 64.28% 15,525,650,847 99.54 72,475,192 0.46 28,010,121
13. To re-elect Christine Ramon as a Director. 15,598,494,418 64.28% 15,518,684,217 99.49 79,810,201 0.51 27,644,424
14. To re-elect Simon Segars as a Director. 15,597,856,500 64.28% 15,194,832,519 97.42 403,023,981 2.58 28,248,777
15. To declare a final dividend of 2.25 eurocents per ordinary share for the year 15,606,037,152 64.31% 15,592,016,183 99.91 14,020,969 0.09 20,106,412
ended 31 March 2025
16. To approve the Annual Report on Remuneration contained in the Remuneration 15,600,389,417 64.29% 15,234,527,578 97.65 365,861,839 2.35 25,749,044
Report of the Board for the year ended 31 March 2025 (the 'Annual Report on
Remuneration').
17. To re-appoint Ernst & Young LLP as the Company's auditor until the end of 15,531,114,778 64.00% 15,484,549,339 99.70 46,565,439 0.30 95,019,655
the next general meeting at which accounts are laid before the Company.
18. To authorise the Audit and Risk Committee to determine the remuneration of the 15,603,247,130 64.30% 15,555,784,954 99.70 47,462,176 0.30 22,882,688
auditor.
19. To authorise the Directors to allot shares 15,593,286,977 64.26% 14,769,816,884 94.72 823,470,093 5.28 32,845,851
20.* To authorise the Directors to dis-apply pre-emption rights. 15,526,622,974 63.98% 15,331,931,793 98.75 194,691,181 1.25 99,505,507
21.* To authorise the Directors to dis-apply pre-emption rights up to a further 5 15,541,633,342 64.05% 15,127,273,842 97.33 414,359,500 2.67 84,499,466
per cent for the purposes of financing an acquisition or other capital
investment.
22.* To authorise the Company to purchase its own shares. 15,588,803,908 64.24% 15,073,343,307 96.69 515,460,601 3.31 37,330,535
23. To authorise political donations and expenditure. 15,526,715,140 63.98% 15,363,535,916 98.95 163,179,224 1.05 99,417,957
24.* To authorise the Company to call general meetings (other than AGMs) on a 15,589,133,335 64.24% 14,871,534,593 95.40 717,598,742 4.60 37,001,108
minimum of 14 clear days' notice.
* Special resolution
The number of Ordinary Shares in issue on 25 July 2025 (excluding shares held
in Treasury) was 24,266,298,351. Shareholders are entitled to one vote per
share. A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes validly cast.
In accordance with UK Listing Rule 6.4.2, a copy of the Resolutions, passed as
Special Business at the Annual General Meeting, have been submitted to the
Financial Conduct Authority via the National Storage Mechanism and will
shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
David Nish did not stand for re-election as a Director and retired from the
Board with effect from the conclusion of the AGM. In accordance with section
430(2B) of the Companies Act 2006, the Company confirms that David Nish will
receive payment of fees for service whilst a Director, but no other
remuneration payment or payment for loss of office will be made in connection
with his departure.
Following conclusion of the Annual General Meeting, Simon Segars is appointed
as Senior Independent Director and the composition of the Board Committees are
as follows:
Audit and Risk Committee Nominations and Governance Committee Remuneration Committee ESG Committee Technology Committee
Simon Dingemans (Chair) Jean-François van Boxmeer (Chair) Amparo Moraleda (Chair) Amparo Moraleda (Chair) Simon Segars (Chair)
Stephen A. Carter CBE Michel Demaré
Michel Demaré Jean-François van Boxmeer Stephen A. Carter CBE
Hatem Dowidar Simon Dingemans
Deborah Kerr Christine Ramon Anne-Françoise Nesmes Delphine Ernotte Cunci
Delphine Ernotte Cunci
Anne-Françoise Nesmes Simon Segars Deborah Kerr
Simon Segars
Christine Ramon
ENDS
About Vodafone
Vodafone is a leading European and African telecoms company.
We serve over 340 million mobile and broadband customers, operating networks
in 15 countries with investments in a further five and partners in over 40
more. Our undersea cables transport around a sixth of the world's internet
traffic, and we are developing a new direct-to-mobile satellite communications
service to connect areas without coverage. Vodafone runs one of the world's
largest IoT platforms, with over 215 million IoT connections, and we provide
financial services to around 88 million customers across seven African
countries - managing more transactions than any other provider.
From the seabed to the stars, Vodafone's purpose is to keep everyone
connected.
For more information, please visit www.vodafone.com
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www.linkedin.com/company/vodafone
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For more information, please contact:
Investor Relations: i (https://investors.vodafone.com) nvestors.vodafone.com ir@vodafone.co.uk (mailto:ir@vodafone.co.uk) Media Relations: Vodafone.com/media/contact (https://Vodafone.com/media/contact) GroupMedia@vodafone.com (mailto:GroupMedia@vodafone.com)
(https://investors.vodafone.com)
Registered Office: Vodafone House, The Connection, Newbury, Berkshire RG14
2FN, England. Registered in England No. 1833679
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